8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2017

Teleflex Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

550 East Swedesford Road, Suite 400 Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 255-6800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On November 16, 2017, Teleflex Incorporated (the “Company”) announced that it intended to offer $500.0 million aggregate principal amount of Senior Notes due 2027 (the “Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Subsequently, on November 16, 2017, the Company announced that it priced its offering of the Notes. The Company intends to use the net proceeds from the offering to repay approximately $491.2 million of borrowings under its revolving credit facility. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release, dated November 16, 2017.
99.2	Press release, dated November 16, 2017.

EXHIBIT INDEX

Exhibit No	Description
99.1	Press release, dated November 16, 2017
99.2	Press release, dated November 16, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2017

TELEFLEX INCORPORATED
By:	/s/ Jake Elguicze
Name:	Jake Elguicze
Title:	Treasurer and Vice President, Investor Relations

EX-99.1

Exhibit 99.1

Contact:	Jake Elguicze
	Treasurer and Vice President, Investor Relations
	610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PUBLIC OFFERING OF $500 MILLION OF SENIOR NOTES

WAYNE, Pa. — November 16, 2017 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today the registered public offering, subject to market and other conditions, of $500.0 million aggregate principal amount of senior notes due 2027 (the “Notes”). The interest rate and other terms of the Notes will be determined at pricing.

The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement and by certain of Teleflex’s other wholly-owned subsidiaries.

Teleflex intends to use the net proceeds from the offering to repay approximately $491.2 million of borrowings under its revolving credit facility.

J.P. Morgan, BofA Merrill Lynch and PNC Capital Markets LLC are acting as joint book-running managers for this offering.

The Notes will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3, as amended. The offering is being made only by means of a prospectus supplement and accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may also be obtained from J.P. Morgan Securities LLC by calling (866) 803-9204, from Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, 3^rd Floor, Charlotte, NC 28255-0001 Attn: Prospectus Department or from PNC Capital Markets LLC at 225 Fifth Avenue, Three PNC Plaza 10th Floor, Pittsburgh, PA 15222 or by calling (855) 881-0697. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ABOUT TELEFLEX INCORPORATED

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation – a relentless pursuit of identifying unmet clinical needs – to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular and interventional access, surgical, anesthesia, cardiac care, urology, emergency medicine and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference.

Teleflex is the home of Arrow®, Deknatel®, Hudson RCI®, LMA®, Pilling®, Rusch® and Weck® – trusted brands united by a common sense of purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our prospectus supplement and accompanying prospectus and our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on February 23, 2017 and quarterly reports on Form 10-Q filed with the SEC on May 4, 2017, August 3, 2017 and November 2, 2017, which can be obtained on the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

EX-99.2

Exhibit 99.2

Contact:	Jake Elguicze
	Treasurer and Vice President, Investor Relations
	610-948-2836

FOR IMMEDIATE RELEASE

TELEFLEX INCORPORATED ANNOUNCES PRICING OF $500 MILLION SENIOR NOTES OFFERING

WAYNE, Pa. — November 16, 2017 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today that it priced its offering of $500.0 million aggregate principal amount of 4.625% senior notes due 2027 (the “Notes”) at an issue price of 100.000%. The sale of the Notes is expected to close on November 20, 2017, subject to customary closing conditions.

The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement and by certain of Teleflex’s other wholly-owned subsidiaries.

Teleflex intends to use the net proceeds from the offering to repay approximately $491.2 million of borrowings under its revolving credit facility.

J.P. Morgan, BofA Merrill Lynch and PNC Capital Markets LLC are acting as joint book-running managers for this offering.

The Notes will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3, as amended. The offering is being made only by means of a prospectus supplement and accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may also be obtained from J.P. Morgan Securities LLC by calling (866) 803-9204, from Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001 Attn: Prospectus Department or by e-mail at dg.prospectus_requests@baml.com, or from PNC Capital Markets LLC 225 Fifth Avenue, Three PNC Plaza 10th Floor, Pittsburgh, PA 15222 or by calling (855) 881-0697. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ABOUT TELEFLEX INCORPORATED

Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation – a relentless pursuit of identifying unmet clinical needs – to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular and interventional access, surgical, anesthesia, cardiac care, urology, emergency medicine and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference.

Teleflex is the home of Arrow®, Deknatel®, Hudson RCI®, LMA®, Pilling®, Rusch® and Weck® – trusted brands united by a common sense of purpose.

CAUTION CONCERNING FORWARD-LOOKING INFORMATION

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our prospectus supplement and accompanying prospectus and our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on February 23, 2017 and quarterly reports on Form 10-Q filed with the SEC on May 4, 2017, August 3, 2017 and November 2, 2017, which can be obtained on the SEC’s website at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.